


A Horrible Reunion

by greenfire246



Category: Dr. Horrible's Sing-Along Blog, The Guild (Web Series)
Genre: Angst, Angst with a Happy Ending, Crossover, F/M, Fix-It, Nerdiness, Superheroes, Supervillains
Language: English
Status: In-Progress
Published: 2020-03-29
Updated: 2020-04-28
Packaged: 2021-02-28 16:57:19
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 6
Words: 11,293
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23380549
Author URL: https://archiveofourown.org/users/greenfire246/pseuds/greenfire246
Summary: It's been five years since Doctor Horrible tried to kill Captain Hammer and was inducted into the Evil League of Evil. Penny now goes by the name of Codex and Doctor Horrible has been an active member of the league for 5 years. What happens when the two meet up again?
Relationships: Billy/Penny (Dr. Horrible)
Comments: 1
Kudos: 10





	1. Slipping Away

Penny was an ordinary girl. Penny the plain. Penny the pushover. Penny the pathetic. She had heard it all and she had called herself worse. Penny was not the girl who was meant to be the leading lady. It was not her destiny to save the day. But Penny had learned over the years that being in the spotlight was overrated. Reputations came and went. But if she could make a difference in the life of one person, that would be enough. It was why she had pledged herself to the cause of helping the homeless. Her life had always been an uphill battle, but at least she had always had her basic necessities. At least she had always had a few people who cared, even if at the moment it was really only Captain Hammer and Billy. At least she had a job. But there were so many who had been overlooked by the system. Who had nobody to help them. Who were forced to live as if they weren’t really people at all. If she could help one person’s life be a little less shitty, then she could rest easy.

She had thought that her boyfriend was on the same page. While Captain Hammer had been uncomfortable at first with the charity work, it wasn’t his fault. It wasn’t a side of society he was used to interacting with and it took time to get accustomed to the drastically different lifestyle. That was understandable. But she had a sinking feeling that she’d overestimated her boyfriend’s altruism. If broadcasting their intimate relationship to the public wasn’t bad enough, the obvious showboating was the last straw. It was obvious he cared less about those in need and more about good public relations. He didn’t care about the homeless. He didn’t care about her. He just cared about looking good. Billy had been right about everything.

“Excuse me” Penny mumbled to the person beside her, quietly standing and exiting the stage. It wasn’t like anyone would notice. All eyes were on Captain Hammer as he insulted his followers to their face while they remained none the wiser. How had she ever bought into this? Was she so desperate for affection that she’d buy into anything? She wasn’t sure where she was going, but anywhere was better than here. She couldn’t listen to one more second of this self-congratulatory posturing. But then Captain Hammer abruptly stopped talking and the room grew silent.

And then she heard a deep sinister laugh.

“Look at these people, amazing how sheep will show up for the slaughter…” Doctor Horrible jumped down from an unknown hiding spot only a few feet away from her and advanced towards a frozen Captain Hammer, “No one condemning, you lined up like lemmings, you led to the water…” Penny knew she should run. Nobody was watching her. But she was frozen to the spot, mesmerized. Something about her boyfriend’s nemesis was familiar, but she couldn’t put her finger on what it was. And, while his words were harsh, they weren’t exactly wrong.

And then he pulled out the gun.

It was as if a switch had been turned on as the crowd jumped out of their seats and ran for cover. Penny crouched behind a chair, still mesmerized by the scene taking place before her. She should run. The door wasn’t too far behind her. But her feet didn’t seem to want to move.

“No sign of Penny, good, I would give anything not to have her see…” Penny felt a chill run down her spine. Why should Doctor Horrible care what Captain Hammer’s nothing girlfriend thought? “It’s gonna be bloody, head up Billy buddy it’s no time for mercy…”

“Billy buddy…” Penny whispered, her heartbeat quickening. As if on autopilot, she began to stand even as her legs shook beneath her. Just as with Captain Hammer’s true colors, it felt so obvious now.

_“I want to be an achiever, like Bad Horse”, “Why not cut off the head?”, “Trust your instincts”..._

She should have trusted her instincts. It seemed so obvious now. Penny was torn between wanting to take a step forward and wanting to run away and never look back. She stood frozen.

“That’s not a good sound…” Doctor Horrible, _Billy,_ hesitated with his gun trained on Captain Hammer. Barely a second later, Captain Hammer broke out of his trance, punched Billy, and grabbed his gun. He finished his last note and aimed the gun at Billy.

“NO!” Penny ran a few feet forward and reached out instinctively, too worried to be cautious. They both turned towards her and she could see Billy mouth her name and then-

And then the gun exploded. Penny ducked instinctively, a shard of the gun whizzing past a few feet behind her. Whizzing through the exact spot she had been standing in only moments before. She turned and saw a young homeless man fall over, crouching over his stomach. She felt dizzy and would have forgotten where she was were it not for Captain Hammer shoving her out of his way on his way to the exit. Penny snapped back to attention and ran towards the homeless man.

“Sir, are you okay?” What was she saying? Of course he wasn’t okay, “I’ll, um, doctor. I can call a doctor…” Speaking of doctors, she felt a hand on her shoulder and she jerked away.

“Sorry” Billy winced, pulling his hand back as if burned, “I..um...I’m not exactly a medical doctor but, uh, let me check his pulse” Penny moved out of the way, not making eye contact as Billy checked the man’s pulse. “He’s…” Billy took a shaky breath, “He’s dead." He reached his hand back in shock, his hand shaking. "I killed him…” Billy looked at Penny, but she couldn’t meet his eye. She took a step back.

“I’m sorry” Penny whispered to the floor, taking another step back. She should help him. He was the reason that man was dead. He hadn’t meant to kill him. He _had_ meant to kill Captain Hammer.

“Penny, wait-”

“I’m sorry” Penny turned around, blinking furiously. Was she crying? She walked towards the exit, trying not to stumble.

She didn’t look back.

\---

By the end of the week, Penny had moved out of her place and into a new development in Los Angeles. She got a job working as a server in a local restaurant and the first thing she bought was her own washer and dryer. She changed her name, made all of her accounts private, and blocked Billy’s number. Penny had been plain, a pushover, and pathetic. Cyd Sherman would be none of those things. That, at least, she would make sure of.


	2. The Convention

“Hey! Could you spare a minute? Sir, I’d really appreciate it if you...no? Okay. That’s fine. Just keep walking...” Codex sighed and dropped the Caring Hands pamphlet she had been brandishing back onto the table. She had been trying in vain to catch the attention of the passing convention goers for the past four hours with no luck. Tinkerballa snorted from beside her, tapping away at a game on her phone and half paying attention to Codex’s struggle. Zaboo, Vork, and Clara were currently on a break to go and enjoy the different vendors while Codex, Tinkerballa, and Bladezz were stuck trying to get guests to sign up for their program. It didn’t help that their program involved volunteering to help the homeless, standing up against injustice against minorities, and donating money to disease research. Why go to the do-gooder booth when you could buy a new video game or get a silly portrait of yourself? “Anybody? We’ve got lollipops! Cherry, coffee, um...is that lime?”

“Gee, I wonder why our booth isn’t swarming with guests” Tinkerballa snorted, her eyes still focused on her game. Codex would have snapped at her, but she was already pushing her luck getting her guild involved in her social justice campaign in the first place. Ever since she had gotten settled in her new job, she’d been...well, bored. She _loved_ her job, she _loved_ the game, and she _loved_ her friends. But no one had ever warned her about how _boring_ happy ends could be.

Which is why when Codex had passed a flyer for her old Caring Hands group on her walk home from work, she had taken a photo on her phone and pocketed it for later. It had been five years since she had last volunteered there. Codex tried not to think too much about her life before the Guild, but finding the flyer had felt like some sort of a divine sign. Maybe it was time to stop running.

After the opening of the new homeless shelter, Codex had spent her first few months alone restarting her life and deleting every trace of who she had been before. When she wasn’t working at the restaurant, she had started going to the gym and taking self-defense classes. The rest of her time was spent catching up on all of the pop culture she had missed while she had been giving all her time to the homeless shelter, Captain Hammer, and Billy. It was a lonely time in her life, but it was needed. She wasn’t going to get pushed around anymore and the next time her life was in danger she would save herself. About a few months into this, she was fired from her job.

It was around this time that she found _The Game_.

In the beginning, it had been a hobby for stress-relief and a chance to talk to similarly minded nerds. With not much else going on in her life, it soon escalated from a hobby to an obsession and eventually into her entire life. It was funny how things worked out.

Maybe things did just happen.

After his defeat, Captain Hammer’s ego had taken a massive hit and he had disappeared from the public eye for about a year before slowly resurfacing. He was nowhere near the celebrity he had once been, but she still did see him in the newspaper every once in a while.

As for Doctor Horrible…

Over the course of a few weeks post Captain Hammer’s defeat, Doctor Horrible had remained in the public eye. He was admitted into the Evil League of Evil and had climbed the ladder of infamy to the level of becoming a household name. Once the dust of his victory settled, he had become an instrumental member of the League, often playing the role of the “mad scientist” behind whatever latest scheme Bad Horse and his followers had cooked up for world domination. None had yet to succeed, but his attempts were flashy and they often made the front page news. He had gained a substantial fan following as well.

He hadn’t come looking for Penny and she was okay with that.

More than okay.

It was what she wanted.

But she had kept the Caring Hands photo and eventually she had found herself returning to the group and volunteering a few hours a week at the soup kitchen. It was easier than she had expected to return to a part of her old life, almost as if she had never left. She found that she liked being “Penny” again. Now not only was she making a difference in the geek world, but she was also making a difference to those who needed it most. She expanded to taking on social activism and charity work on the weekends and then she pestered her friends into joining along. At least a little. She hated to admit it, but Billy had not been entirely wrong.

The world _was_ broken.

But she didn’t want to rule it.

She just wanted to make it better.

“Earth to Codex! Are you still awake in there?” Bladezz called out, snapping his fingers in front of Codex’s face. She blinked a few times, shaking her head. The only problem with returning to facets of her old life was that she often lost herself down memory lane. As if one alter ego wasn’t enough, now she was Codex, Cyd, _and_ Penny. “We’re heading down to grab lunch. Are you coming or not?”

“What? Uh, right. Yes” Codex stumbled, noticing now that her other friends had returned while she had been zoning out. How had she not heard them? She shook her head and grabbed her bag, rushing to catch up with Bladezz and Tinkerballa. “I expect at least ten more signatures when I get back!” Codex called behind her as she ran off.

“Ten? And what do we have currently? Two?” Tinkerbella sneered.

“We have ten already!”

“Not counting our group? Oh, and Clara’s husband. And that guy you lied to and said it was for a free raffle…”

“That’s still ten!” As they continued walking, Codex took the chance to glance at the booths around them. It was an odd eclectic convention, a chance for all sorts of organizations to advertise their groups. Some people were selling comics, art, clothes, food, and books. Some people were spreading awareness for their volunteer groups, nerd guilds, political organizations, school clubs, girl scouts, leagues, and unions. Speaking of unions, Codex nearly felt her heart stop beating in her chest as they passed an all too familiar booth.

“Hey, what are you looking at?” Tinkerballa asked. Bladezz had stopped as well, both watching Codex carefully.

“Dude, is that the Henchman’s Union? I applied to that _years_ ago! Bunch of pompous assholes. Never even replied.”

“Gee, I wonder why” Tinkerballa rolled her eyes, walking towards the group. Codex grabbed her arm, her eyes wide.

“No! I was just looking at, um-” Codex looked at the group a few booths over, “The Accordion Association! How w-weird is _that_?”

“Not as weird as you’ve been acting” Tinkerbella scoffed, ripping her arm free and heading towards the Henchman, “Come on” Unable to think of a better excuse, Codex followed behind, looking resolutely at the ground. Fortunately, there was only one member of the Henchman’s Union who _might_ recognize her, but the chances that they were still in the union, happened to be at this convention, and would recognize her were so slim-

“Penny?” Shit. Codex ignored her name, glaring at a pamphlet as if it were the most interesting piece of paper on the planet, “What are you-”

“Dude, you guys have _benefits_ now? What the hell? You’ve really upgraded, huh?” Bladezz interrupted, picking up a pamphlet, “Just asking for a friend, but are you still accepting applications?” Fortunately, Moist was distracted and went on to explain the job description and application process while Codex just focused on breathing again. Her mind was spinning as she tried to come up with a suitable lie. Twin sister? Evil clone? Should she just play dumb? Fortunately, the conversation seemed to be going on for a while as Moist kept ruining the pamphlets by touching them.

“Hey, why don’t we uh just go grab food. Bladezz can meet us there.” Codex whispered to Tinkerballa, wincing at how obviously panicked her voice was. Tinkerballa gave Codex a scrutinizing glance, looking at Moist out of the corner of her eye.

“That guy recognized you. What are you not telling us?”

“Nothing! N-nothing. It’s not important. _Please_ , let’s just go grab food. Besides, we said we’d only be gone for an hour!”

“Alright, _fine_. But you’re going to tell me what’s going on at lunch”

“I promise, I-”

“Penny!” Dammit. Codex looked up, trying to school her face into one of confusion, “I thought you’d moved across town?” She hadn’t told him that. In fact, she didn’t think she had ever spoken to this man. She’d seen him at the laundromat a few times, sure, but she wasn’t sure that she’d ever actually interacted with him.

“I did. I mean, I don’t know what you’re talking about” Moist looked unimpressed and Codex winced, “I’m manning a community service booth. Figured this might be a good day to try and recruit new volunteers”

“You’re still doing community service? That’s great!” Moist grinned, “I’ll have to tell Doc-”

“No.” Codex was shaking now, despite how hard she was trying to hide it, “You can’t tell him you saw me”

“But-”

“ _No_.” She glared at Moist, mustering every ounce of assertiveness she had gained over the past five years in a single look. It must have worked, because after a few seconds Moist backed down. Codex let out a breath, “It was, uh...well, not _nice_ to see you, but um...yeah” Codex winced and turned around, ready to leave the entire interaction behind her.

“He’s going to find out eventually,” Moist said quietly from behind her. Codex didn’t turn around. He was wrong. Codex had left this part of her life behind five years ago and he hadn’t found her yet.

Nothing was going to change.

Later that night, Moist was scheduled to visit the Evil League of Evil. True to his word, he did not tell Doctor Horrible that he had seen Penny. He _did_ tell the Pink Pummeler, who happened to be within earshot of Bad Horse.

 _Everything_ was about to change.

\---

“Spill.” Tinkerballa ordered, the moment they had their food and a table. The entire walk from the Henchman’s table to the food court had been peppered with questions that Codex refused to answer until she at least had food in front of her. But now she had run out of excuses.

“You’re on a first-name basis with members of the Henchman’s Union?” Bladezz added.

“ _One_ member.” Codex corrected, “And I’m _not_ on a first-name basis with him. We just happen to have a mutual friend”

“The “Doc”, right?” Bladezz replied as he bit into his hamburger, “So some sort of a doctor…? Who would call themselves-” Bladezz paused, his eyes widening as he dropped his sandwich, “ _No way!_ ” Codex flinched. Bladezz pressed on regardless, “ _You know Doctor Hor-_ ”

Tinkerballa smacked him hard in the arm, fortunately cutting off a declaration that was sure to attract a crowd. But she was glaring at Codex as well, clearly suspicious.

“How?”

“It’s...complicated” Tinkerballa just leaned back and raised a singular eyebrow while Bladezz clearly wasn’t planning on going anywhere. Codex sighed. It was bound to come up eventually.

So this was how it was that Codex ended up telling the tragic tale of Doctor Horrible to her friends for the first time in five years. She started from the beginning, explaining how it had all started at the laundromat. It was strange, retelling the story after all these years. It was so grand and ridiculous that she could hardly believe it had all been real. Let alone that it had all happened to _her_. Tinkerballa and Bladezz listened intently to the story, not even pausing for snarky remarks or insistent questions. It was honestly a bit eerie.

“So _you’re_ the girl from his vlog!” Bladezz responded first, looking at her with something akin to awe, “He talked about you on his vlog _all the time_. Damn, who knew you were such a cocktease?”

“I’m not-“ Codex paused, his words sinking in, “Wait, Bill- Doctor Horrible has a vlog?”

“ _Had._ It ended when he got into the League. Some bullshit about “confidentiality” or something”

“You do realize that you also have a vlog, right?” Tinkerballa pointed out. “Probably not the best idea if you’re trying to go into hiding” Codex froze mid-bite. So that must be how Moist knew about her moving! She’d stopped the vlog a few months ago, but nearly all of the major events of her life since changing her name and moving were recapped there. But no one from her old life knew her new name. Besides, it had like no views. But could that keep out a genius supervillain? Were her friends in danger? Was _she_ in danger? If Billy _had_ seen it, why hadn’t he ever contacted her before?

“Man, he must really love you to not like nuke your house or something,” Bladezz commented, ”Shit, Codex! Who knew you had a secret life? I can’t believe you never told us!”

“That’s the definition of a secret,” Codex groaned and put her head in her hands. “Can we just pretend all of this never happened?” Tinkerballa eyed Codex for a long moment, then shared a meaningful look with Bladezz, before finally shrugging.

“Sure. Your secret’s safe with us.” Tinkerbella continued to watch Codex for another moment, before taking a bite of her sandwich, “ _Penny_ ”


	3. The Evil League of Evil

Doctor Horrible had not seen Codex's vlog.

In fact, Doctor Horrible did not even know of Cyd Sherman's existence. After Doctor Horrible's first murder and subsequent initiation into the Evil League of Evil, Doctor Horrible had been kept busy for the next few months with training, orientations, and introductions. The Evil League of Evil was a full-time commitment and the prestige came with a price. Being a member of the Evil League of Evil had become his _life_. Everything he did was monitored carefully, especially in the beginning, so searching for Penny was out of the question. Even if he wanted to see her, putting her on the League's radar was too dangerous a risk.

However, about a year after his initiation, he finally managed to commandeer Moist to search for his laundry buddy in secret only to find that she had disappeared. Her apartment was empty, her phone number was a bust, and she no longer frequented the laundromat. Doctor Horrible had even visited the Caring Hands group, but they had remained tight-lipped and he hadn't bothered threatening them. It wasn't going to get him anywhere anyway.

It was as if Penny had never existed at all.

He supposed he could understand. He _had_ tried to kill her boyfriend and rule the world. He _had_ successfully killed one of the many homeless people she had tried so desperately to save. Maybe they were better off without each other.

Doctor Horrible didn't need _friends_

He had, however, ordered Moist to keep an eye out for her just in case. It wasn't that he was _worried_ for her, it was just as a precaution. When he inevitably took over the world, he wanted to keep his options open.

It was simple practicality.

Either way, it had been a long five years and Doctor Horrible had been kept very busy. When he wasn't coming up with diabolical plans to rule the world, he was either building weapons of mass destruction, collecting material for said inventions, or handling the PR. Being a villain had a surprising amount of paperwork involved. More than anything, Doctor Horrible _really_ hated paperwork.

If the paperwork wasn't bad enough, the bureaucracy was even _worse_. Doctor Horrible had thought that the Evil League of Evil would finally be his chance to work with a group of similarly minded individuals. He would finally achieve his goals and change the world for the better. He'd be a part of a group, he'd be popular, and he'd have everything he had ever wanted. 

The problem with his fantasy was that villains were not known to be team players and Doctor Horrible was not their leader. Every villain wanted _their_ plan, _their_ fantasy, and _their_ subsequent rule. Everyone wanted to be the ringleader and mastermind behind the eventual destruction of mankind. Everyone wanted the credit and eventual ruling status. Villains were not meant to rule together.

And, what's more, nobody respected Billy. No matter how many times Doctor Horrible tried to prove that he was in this for the long haul, no one thought he "had it in him" to take over the world if it were to come to that. He was too "nice", too "gentle", and too "idealistic". His biggest crime had been killing a homeless man and his crimes since entering the League were flashy but ultimately harmless. He tried to avoid casualties whenever possible and achieve his objectives with minimal risk. What was the point of ruling the world if everyone was dead anyway? How could he fix the world if nobody benefited from it? But it seemed that he was the only one who saw things this way and even as a villain he was ostracized. 

But Doctor Horrible was not a quitter and he would prove himself worthy of his peers. Which was why he attended every meeting, every seminar, and participated in every major plan. He was going to prove that he was a valuable member of the team and when they took over the world they would owe it all to him. Which was how he found himself at yet another board meeting with the elite, trying to hide his boredom. He _really_ hated bureaucracy. 

"I say we go to the San Diego zoo and free all the snakes! Then we will enslave the human race and see how they like it!" Snake Bite suggested from her seat at the long table, gesturing wildly with her hands, "We'll be heroes! And once we've freed them we can work together to take over the world and kill all those who ever stood in our way!"

"That idea was already vetoed, Snake Bite" Professor Normal replied, pinching the bridge of his nose. Doctor Horrible grimaced in solidarity, "It was vetoed last week. And the week before that. And the week before that..."

"I don't hear any other suggestions!"

"Well we can always regain the Declaration of Independence from those scoundrels who stole it from me in the first place!" Thomas Jefferson shouted, pounding his fist on the table.

Doctor Horrible rolled his eyes, glad for the fact that his goggles shielded his expression from the scrutiny of his companions. His lack of poker face had often been his undoing and it was for that reason that he had procured a pair of goggles in the first place. That and the fact that they looked cool. He had also stopped running his vlog due to confidentiality reasons. He couldn't be making the same rookie mistakes as before and risk giving his plans away. Doctor Horrible was a professional now.

The room grew silent as the sound of approaching hooves was heard throughout the room. It was rare that Bad Horse would visit these routine meetings and it was never a good sign. Even after five years, Doctor Horrible still felt his heart pounding at the sound of those terrible _terrible_ hooves.

Bad Horse let out a bray and the room grew silent.

"Yes, of course" Fury Leika was the first to speak in response to his declaration, "Whatever you wish will be done" There were loaded looks passed around the table, but Doctor Horrible only had eyes for Bad Horse. It was rare that Bad Horse spoke at these meetings. It was even rarer that he showed up at these meetings in the first place. He was more of a figurehead than an idea man.

And then he directed his whinny at Doctor Horrible. 

"The Knights of Good?" Doctor Horrible asked, careful to maintain a neutral tone, "And you wish me to lead a charge against them?" He knew little of these so-called "knights" except that they were a very minor hindrance at best. The group mostly raised money for disease research (useless, the money would just end up in the hands of the rich), volunteered with at-risk populations (noble, but barely treating a symptom), and organized or attended rallies and protests (annoying, but still ultimately useless). They'd been a thorn in their side on occasion, but they were hardly a great threat. They made Johnny Snow look like a Captain Hammer.

Bad Horse let out a threatening whinny. It was a mild threat, but anyone who knew him knew it was unwise to test his patience.

"No, of course not" Doctor Horrible replied instantly, "Whatever the cost"

"Whatever the cost" the room echoed. Bad Horse let out one more whinny to dismiss the room and everyone nodded and broke off into smaller groups. Even in the League, Doctor Horrible had struggled to fit in. It didn't help that every discussion revolved around evil plans or one-upping. It grew tedious.

Doctor Horrible wasn't _lonely_.

He preferred it this way.

Even so, he couldn't help but feel disillusioned by his current situation. Taking over the world had turned out to be a much slower process than he had anticipated and his fellow villains were beginning to call him "soft". The fact that Bad Horse was paying extra attention to him was concerning and not in a good way. He'd seen it happen to other villains in the past and it rarely ended well.

Contrary to his hopes, entering the League had not solved _any_ of his problems.

It had only produced more.

\---

"What do you know of the Knights of Good?" Doctor Horrible was lying on the couch in his apartment, playing catch with a rubber-band ball he'd made a few years ago while Moist was scrolling through the internet trolling on Reddit. Moist paused, his whole body noticeably tensing. Doctor Horrible stopped what he was doing and sat up, narrowing his eyes at his henchman.

"The K-knights of Good?" Moist swiveled around, shrugging and fiddling with his hands, "Why would I know anything about them, man? Bunch of third-rate social justice freaks or whatever...why do you ask?" If the Doctor hadn't been suspicious before, his hackles were definitely raised now. Doctor Horrible leaned forward, his focus completely on Moist.

"Bad Horse assigned me to "take them down" at today's meeting. Whatever the cost. Anything they've done that might have put them on Bad Horse's radar in a bad way?"

"Not a clue, boss. Seriously" Moist was sweating more than usual, a sure sign he was lying, "I have no idea why Bad Horse would want you on this" Doctor Horrible stood then, walking towards his friend. Unlike the man Billy had once been, Doctor Horrible struck a tall and intimidating figure. Moist shrunk back in fear. He didn't trust the Doc.

He missed his friend.

"You wouldn't be lying to me, would you Moist?" Doctor Horrible's voice was even, but his eyes were cold, "Even _you_ wouldn't be that careless"

"Bill-" Moist noticed Doctor Horrible clenching his fist and he backtracked quickly, "Doc, I'm not-" He sighed, "Alright, fine. I bumped into them at that convention last weekend. One of the members expressed interest in joining the Henchman's Union. Bad Horse probably got the application and thought he could use that to his advantage to create some chaos. You know he loves his Machiavellian schemes"

"That's all?"

"Promise, dude" Doctor Horrible visibly relaxed at that, as if reverting back to his old self. It was becoming less and less common. But he still looked concerned, "Alright, something is bothering you. What's up?"

"Nothing! Nothing" Doctor Horrible suddenly started bustling around the room, lifting things, and peering into cubbies and drawers. Whatever he was looking for he didn't seem to find, "Sorry, precautions. You never know who might be listening. It's just...don't you think this mission is a bit low-grade?"

"They're getting to be a pretty high-profile group" Moist shrugged, "Probably better to destroy them while they're still getting their footing"

"Which is what we have Henchman for!" Doctor Horrible winced, "Sorry, I didn't mean it like that. Anything you can tell me that might help?"

"I..." the nervousness was back as Moist fiddled with his hands, "There's, uh, something you might want to see..." Doctor Horrible raised an eyebrow as Moist took out his laptop and opened it. His heart was hammering. Maybe if he hadn't been so nervous, he would have remembered why he never handled the laptop. If Doctor Horrible hadn't been so curious as to what his friend was hiding, he might have remembered as well. As it was, neither remembered.

And that was how the laptop broke.

They both stared at it a long moment, mourning the loss of the expensive equipment. Moist winced, before turning to his old friend.

"I'm so sorry. Here, take my seat. Codex's vlog on YouTube. Trust me." Doctor Horrible sighed and approached, searching for the vlog as instructed.

Nothing appeared.

Little to their knowledge, Codex had taken Tinkerballa's words to heart and had deleted the blog the night before. For all intents and purposes, Codex had disappeared.

Moist winced, "Dude, I swear this was up like a week ago-"

Doctor Horrible put a hand up to stop him.

"It's not going anywhere. We'll figure this out tomorrow"

But Moist forgot to mention it the next day. If he had, things might have turned out differently. Doctor Horrible, exhausted as he was, forgot to ask.

Things did not turn out differently.


	4. The Protest

Codex was _not_ the type to break the rules. She didn't like putting herself out there and making waves. There was something deeply satisfying about being the "reliable" fried and being well-liked by all who knew her.

Which is why a protest was the last place anyone would ever expect to see her.

What made it even weirder was that _she_ was the one dragging her friends to this one. The Henchman's Union had begun openly campaigning for new foot soldiers by targeting low-income and homeless individuals in their latest attempt to gain traction. She knew it would be safer to not get involved personally, but it didn't sit well with her that the Henchman's Union was allowed to go unchecked. They were evil and they were preying on the vulnerable! The people she was trying to help! The government refused to do anything, not taking the complaint seriously and claiming that there was nothing they _could_ do due to the first amendment. In reality, Codex suspected that they were just afraid. The League had been growing in threat over the past few years and the local government was beginning to take heed.

Before, they had been a nuisance. Just some comic-book villain wannabes.

Now they were becoming a real threat.

"Stop the homeless! Help the henchmen!" Clara shouted, holding her picket sign up high and earning more than a few dirty looks from the people in the crowd around her. She remained oblivious a she continued to shout, only half-paying attention, "Stop the homeless! Help the henchmen!"

"Uh, Clara" Codex tried, "C-clara? _Clara_!" Clara finally turned, confused. Codex stopped short, unsure of what to say now that she had her friend's attention, "Um, why don't I take the sign from you? I mean, it's probably getting heavy-"

"Dammit!" Vork called out from where he was staring intensely at his phone with his headphones in, "Of all times for my battery to die-" Zaboo patted him on the shoulder in understanding and Vork glared at him. Zaboo retracted his hand. Neither had been paying much attention to the protest, but she knew well enough not to press them.

What happened?" Clara asked Vork, easily distracted.

"I was killed by a level two half-orc noob!" Vork pinched the bridge of his nose, "Technology!" He shouted and multiple people turned and stared in confusion. Codex gave a tight smile and shrug to the strangers, not wanting to draw _too_ much attention to their group. She shot a glare at her friends that none of them noticed. Honestly, she wasn't really mad. She was lucky to have friends with her at all. This wasn't a protest she wanted to attend alone.

"Oooh, Codex!" Clara interrupted her train of thought by nudging her gently in the side, "That guy is _looking_ at you!" Codex felt panic bloom in her chest as she whipped around, only to see that there was a stranger staring at her across the crowd. The man was attractive with a thick scruffy brown beard and clear blue eyes. He was wearing a leather jacket, jeans, and an off-white shirt. The stranger met her gaze unflinchingly. Rather than feel flattered at the attention, she felt unnerved. "He's cute! Do you know him? You should go over and say hi!"

"I don' think we should-" As if the guy could hear them, which was highly possibly knowing Clara's average speaking volume, he headed over towards where they were standing. "We should go, um-" Codex stumbled backwards, not knowing where she was going but knowing that anything was better than standing still.

"Come on, Codex! You've got to come out of your shell! Put yourself out there!" Clara grasped Codex's arm with a surprisingly firm grip before she could get very far and pulled her towards the stranger. Codex tried to rip her arm free, but it was no use. The guy was already there.

"Oh!" Codex paused, looking at her feet for a moment before bringing her eyes upward. She could practically feel the stranger's body heat from where she was standing. Was that smoke she smelled? He was looking down at her with an unreadable expression, "Um-"

"You need to get out of here," The man spoke in a deep voice that sounded like it belonged more in a comic book than her actual life. Codex took an instinctive step backwards.

"Excuse me?"

"You need to get out of here," The man repeated, taking a step forward. Zaboo stepped closer to Codex and Vork took a step forward.

"And you are?" Vork asked, crossing his arms across his chest and attempting to stare the man down. Codex would have laughed if she wasn't so terrified. The man shook his head in frustration.

"We don't have time for this," He looked directly at Codex, "They know you're here. You need to run. _Now_."

"Who?" Codex asked, knowing in her bones what the answer would be. The League and the Union might not like getting involved in petty squabbles and small protests, but they tended to take direct attacks like this very seriously. The man didn't respond, just raised an eyebrow. Codex looked away.

"Codex, do you know what this guy it talking about?" Zaboo asked, turning to face his friend. Clara and Vork turned as well. After her awkward run-in with Moist the previous weekend, Codex had sworn to Tinkerballa and Bladezz that she would personally fill in the rest of their friends on what had happened. But the timing had never been right. It wasn't that she was _avoiding_ it exactly...it was just that she was absolutely completely avoiding it. It was a difficult topic!

"Who are you?" She addressed the stranger, ignoring Zaboo. She could deal with the fallout later.

"A friend" Codex nodded, biting her lip in frustration. This wasn't something she had missed from her brief dealings with the League and Council. When they weren't making grand declarations or tearing apart half the city, they were dealing in subterfuge and vague threats and promises. Being Captain Hammer's girlfriend had been an enlightening experience. It had never been her choice to get caught in the middle of all this. But she did have the power to save her friends.

"Come on, guys. We've got to go" She looked back at the guy, "Will we see you again?" He just shrugged and nodded his head towards the crowds as if to say _go_. Codex nodded to her group and headed with purpose in the direction that the mysterious man had nodded towards. She kept her head down, holding the picket fence up to cover her face.

"That was _awesome_ ," Zaboo didn't bother to control his volume, "Did you see that guy? He was like Batman or something! _Who am I? A friend,_ " Zaboo shook his head, "So who are we running from Codex?"

"Zaboo. Shut up." Codex snapped, glaring forward and walking with purpose. Zaboo instantly stopped talking, looking at his other friends in mutual shock. Codex rarely snapped at them and on the few occasions that she did they knew things must be serious. It was then that she heard multiple gasps from the crowd and then a sudden hush. 

_She was too late._

Codex paused, staring forward. Frozen. Clara turned and gasped and Codex _knew_ her suspicions were correct. She should have listened to that guy sooner. She should have listened to Moist and never risked showing her face here at all. If she had known...

Except, if she were honest with herself, a part of her _had_ known that he might be there. In fact, some deep unacknowledged part of her had _hoped_ that he would be there. Maybe it was nostalgia. Maybe it was curiosity. Maybe it was some pathological need for drama. But that didn't mean that dread wasn't curling in her gut at the prospect of reuniting with her old friend.

"Stop" Doctor Horrible called out unnecessarily. Nobody was moving. Codex wasn't even sure if she was breathing. She heard footsteps approach but she didn't turn, "Did you really think you could run from _me_?" He laughed humorlessly, "Turn around. _Now_."

Codex still didn't move. Instead, she scanned her surroundings for an escape route, only to find that the leaders of the League were blocking off all the exits. A woman dressed as David Bowie raised an eyebrow at her, her arms crossed over her chest. Codex couldn't see any weapons, but it was clear that she was a threat.

"He's got a weapon, Codex. Like, an actual g-gun" Clara was frozen in awe, "Well, more like a laser. Is that an actual laser gun?"

"What? No. It's a freeze ray. How could you possibly think-" Codex took a deep breath, remembering the last time she had seen the Doc's freeze ray. She wasn't sure how to feel about the fact that he still had it. "Never mind, it's not important. You've got nowhere to hide. Turn. Around." Codex closed her eyes. She _hated_ being watched by a crowd of strangers. She _hated_ that they had to reunite like this. She _hated_ being at a disadvantage. But she had no choice.

Codex turned.

The first thing she noticed about Doctor Horrible was the steel behind his eyes. She'd never seen Billy look so angry or so _cold_. She'd seen him frustrated, she'd seen him passionate, and she'd seen him angry. But she'd never, in all their acquaintance, seen such _emptiness_.

The moment he recognized her, the look vanished. Billy just stared, his mouth agape and eyes wide. The second thing she noticed was how much older he seemed. His eyes were wrinkled from exhaustion and his face was worn out. _What had they done to him?_ Her mouth was dry and she was shaking but she knew she had to say something. They spoke at the same time.

"Billy Buddy..."

"...Penny?"


	5. The Basement

Doctor Horrible was speechless.

Billy had so many things he wanted to say that he didn’t know where to start.

Five years ago, Billy had daydreamed about using his freeze ray to stop the world. To find the time to find the words to say all the things that he wanted to say. Despite the fact that he had yet to fire the ray, he felt as if the two of them were suspended in time. How could Penny be here? Why _now_?

That wasn't to say that Penny looked unchanged by the years. While the Penny of five years ago had worn gentle pastel colors with flowy material, this current Penny was now dressed in simple jeans and a Caring Hands t-shirt. Her face looked as he remembered it, but there was something different in the way that she carried herself. There was an edge to her that he couldn't quite figure out. Was it confidence? Independence? Maturity?

Billy took a step forward and Penny flinched. Billy winced. Penny should _know_ that he would never harm her. Except...why should she? He was still holding a ray at her, the ray he had used to try and kill Captain Hammer with so many years before. The League was blocking off all exits. He'd come under orders to "deal with" her and her friends. Whether he liked it or not, he was the enemy.

Someone coughed loudly behind Billy and he turned to see Moist giving him an apologetic smile before turning his gaze pointedly to Penny. Anyone else might have missed the silent message, but Billy got it loud and clear. They were still being watched. The entire situation was a setup. Not only for the Knights of Good, but for him as well. This was the final test to prove his worth that he had been waiting for. He cursed under his breath.

"Billy?" Penny took a cautious step forward, her eyes narrowed in concern. Billy closed his eyes. Penny had always been able to see right through him and right now he couldn't afford any slip-ups. He couldn't show any weakness.

Doctor Horrible opened his eyes.

"Codex?" Doctor Horrible sneered, lowering his goggles and carefully aiming his ray at her chest. "And this must be...Clara, Zaboo, and Vork?" He spoke each name in part for his own benefit. Moist had only informed him of their names right before they'd arrived. He had neglected to mention that Penny was the aforementioned Codex. "So these are the famous _Knights of Good_."

"Famous?" The older woman, Clara, spoke first. "I mean, yeah. That's us! The _famous_ Knights of Good!" She turned to Penny and whispered loudly, "We're _famous_!"

"What do you want from us?" The older man, Vork, demanded. Doctor Horrible turned to him, grateful for the distraction.

"What do I want from _you_?" He laughed, "Personally, I have no use for second-rate social justice _freaks._ " He thanked Moist internally for that one, "The League? Well, let’s just say we don't take too kindly to do-gooders who attempt to undermine us."

"We haven't attempted to undermine you!" Penny spoke up, reaching out as if to calm her friend. _Ex_ -friend, Doctor Horrible reminded himself.

"Oh, really?" He turned on her, his fond feelings momentarily forgotten, "What do you call stopping us at the Los Angeles Zoo Reptile House a few months ago? Or your efforts to discredit Jefferson and Bowie? Or what about your donations to the Council of Justice?" Doctor Horrible flung accusation after accusation at her, "Didn't think I knew about that last one, did you?" He spoke the last question quietly, the barest hint of hurt in his voice. Penny flinched.

"What are you going to do to us?" The Indian member, Zaboo, spoke up. Doctor Horrible paused for a moment. He couldn't kill them here and now, but he also couldn't let them go. Fortunately, there was one other option that could buy him time. Doctor Horrible nodded to the henchmen and villains scattered throughout the crowd and they grabbed the members of the League who were assembled. He was surprised to see that Penny had an emotional reaction to Bait's presence and made a note to ask about that later.

"There are two of you still out there" Doctor Horrible replied, "A Bladezz and...Tinkerballa" He wrinkled his nose in distaste at the ridiculous names, "Until we locate them, you four are going back to headquarters". While he was speaking, the henchmen pushed the four present Guild members to their knees and tied blindfolds around their eyes. They then hoisted them up and headed to their cars so they could make their way back to Headquarters. Doctor Horrible sighed.

"Hey, boss?" Moist spoke up from behind him. Doctor Horrible jumped. He had completely forgotten about Moist. "I just wanted to apologize-"

"I'll speak with you later" Moist visibly gulped and nodded, following after his fellow henchmen with a dejected slump. Doctor Horrible watched him go with a deep sense of betrayal. He turned back to the crowd. While most of the crowd had been League and Union plants, there were still some participants who actually believed in the cause. In reality, the entire protest had been set up by the Union themselves. The official wasn't even in the office that day. He was on a Caribbean cruise with his family. The entire protest had been a fluke to ensnare the Knights of Good. As a whole, the entire plan had been widely successful. But there were always those loose ends to clean up and killing still wasn't really his style.

Fortunately, he had come prepared.

Doctor Horrible reached into his pocket for a button and hovered his thumb over the red circle.

"The bomb will go off in one minute" Billy turned around and addressed the crowd, his body language and tone nonchalant. in reality, he was just _tired_. "I suggest you run."

\---

Well, that could have gone better.

As Codex was hoisted into a car by the stranger she had met earlier, her mind was racing with what felt like thousands of questions. Why was the League looking for them? Why were they targeting them _now_? Where were these Headquarters? What were they planning on doing to them? What was this stranger's motivation? How was she going to escape?

"I told you to run" The guy commented from behind the wheel. She could tell that she was in the backseat of a car, but not much else from her position. She was sitting up with her hands clutching her seat-belt. "Don't worry, we're alone. You're safe. Relatively."

"What do you want?" Codex asked, more tired than anything. Her confrontation with her old friend had left her feeling drained and sad. She didn't know what she'd expected, but she'd been left disappointed.

"Money, power, world domination." The man laughed, "You don't need to know what I want. But I'm a friend. You won't find a lot of those where you're going."

"Why should I trust you?"

"You shouldn't." She could almost see the smirk in his tone, "But I'm the only hope you've got."

\---

Once they arrived at Headquarters, Codex was pulled out of the car and led through what felt like a maze of hallways and then down some stairs. It was a miracle that she didn't injure herself being dragged through the foreign halls. When she arrived at the bottom of the stairway, she was led to a hard mattress and pushed into a sitting position. When the blindfold was taken off she saw that Zaboo and Clara were already there. Clara was on the couch beside her, while Zaboo was on a wooden chair nearby.

"Your other friend should be here in a few minutes. Make yourself at home" The stranger gave her a meaningful look that she was too exhausted to understand, then headed back up the stairs. A few minutes later, Vork was dragged in by a familiar face. Moist.

"I didn't tell him, I swear." Was the first thing out of his mouth when he saw Penny, "I mean, I probably should have, but..." Moist shook his head. He looked around nervously before adding quietly, "This wasn't his idea. Just..." Moist looked as if he was going to say more but then decided against it. He shook his head and turned around and walked back up the stairs.

The four Guild members were left alone.

"Talk about adventures, huh?" Zaboo was the first to speak. He shrugged and jumped out of his chair to explore the room. Clara followed soon after. Codex took the moment to glance around the room herself, taking it all in. It looked as if the room had once been some sort of a "break room" which had then been converted into a storage room. There was an old GameCube and a TV that looked as if it had seen better days. The couch Codex was sitting on was so ratty that Codex wasn't sure how much actual couch they were sitting on between all the loose springs and stuffing. To the right behind her she could see what looked like a bathroom door. There was a small kitchenette behind them, including a sink and refrigerator. "Guys, they've got Stouffers!"

"Codex." Codex turned to Vork, who hadn't moved from where he was sitting as Zaboo and Clara explored. Codex fiddled with her hands, feeling like a kid who'd just been sent to the principal's office. "Intel. _Now_."

And this was how it was that Codex ended up telling the tale of her friendship with Doctor Horrible for the second time in only a few days. Clara and Zaboo stopped what they were doing to approach, clearly mesmerized by her story. It wasn't any easier telling it a second time and something about being in the actual League Headquarters made it feel even realer. There was a long silence when she finished her story.

"Oh man, you _totally_ have a type." Clara was the first to break the tension, "First Fawkes and now Doctor Horrible? Well, I guess Doctor Horrible came first, but-"

"Why did you not tell us this before?" Vork put a hand up to cut off Clara's chattering. Codex could not remember the last time she had seen her friend so angry, "We could have avoided this."

"How could we have known they were looking for us?" Codex defended, "We've never done anything worthy of their attention!"

"We attended a rally opposed to their ranks!" Vork snapped, "It's basic tactics, Codex! We might not be a major threat now, but why _wouldn't_ they want to eliminate a potential enemy? _Especially_ when one of our members could prove to be a weakness for a key member of their team. Have you learned nothing from The Game?"

Codex didn't respond. She couldn't argue with anything that Vork had said. She had put herself and her friends on the League's radar in a bad way and it had only been a matter of time before she got caught.

"You're right." Codex admitted, "I should have spoken sooner. I'm sorry." Vork just grunted and turned away. Codex swallowed and tried to hold it together, but it was no use. "Excuse me." Codex stood and headed towards the bathroom.

Once she was alone again, she finally allowed the tears to fall. This was all her fault. Her behavior had been reckless and deep down she had known it. Not only had she put herself in danger, but now her friends were at risk as well. She should have listened to Moist. She should have listened to the stranger. She never should have attended the protest in the first place. She had no one to blame but herself. There was a knock on the door and Codex paused to try and collect herself. A few moments later, there was another knock.

"Codex?" She was surprised to hear that it was Zaboo who was calling her and she opened the door. At least there was one person who wasn't mad at her yet. "You okay?"

"Yeah, sorry." Codex wiped her eyes self-consciously, "Figured I should get the crying out _before_ the villains return. Didn't want to ruin my badass reputation."

"Hey, I think getting kidnapped by villains _totally_ validates any breakdowns. I started sobbing once because I put a bagel in the microwave for too long and burned it." Zaboo leaned against the counter and stared into space with a haunted look, "That perfectly sized sesame seed bagel..." Codex laughed and Zaboo smiled, "Anyway, the villains already came with our lunch and took Clara. I mean, I think it's lunch? It was two pop-tarts and Snapple bottle. C'mon."

Codex laughed again and stood up, stopping at the mirror to make sure the tear stains weren't _too_ obvious. She then followed Zaboo back to the main room, where Vork was fiddling with the GameCube. Codex took a moment to explore the room herself. There was some frozen pizza in the fridge and a half empty carton of expired milk. In addition to some mold with a side of fruit. She closed the fridge and returned to the couch where Zaboo was already sitting. After drinking a little bit of the Snapple and splitting a pop-tart with Zaboo, the stranger from earlier returned to the basement with Clara. He motioned to Zaboo to follow him as Clara took Zaboo's position on the couch. Clara was silent.

"Clara?" Codex asked, "What happened?"

"They had some questions for me to answer. It was..." Clara turned to Codex with a bright smile, "It was _awesome_! Don't worry, I didn't tell them anything! Just thought of those 24 episodes I watch all the time. Or was it Law and Order? Anyway, I was a _total_ badass. Couldn't get a word out of me." Clara's smile turned mischievous, "Doctor Horrible did ask me a few questions about you, though. Nothing bad! I told him to ask you himself if he was so curious." Clara winked and then headed over to Vork. "So you figure out how to work this thing yet?"

Minutes passed as Clara and Vork worked on the GameCube and Codex waited for Zaboo to return. Or, at least, Codex thought it might have been minutes. It might also have been hours. Codex wasn't really sure. Perhaps if Codex wasn’t so nervous, she could have planned for a possible escape, but her stomach was tied in knots. The only distraction she was afforded was the light bickering between Clara and Vork as Clara tried to “help” Vork connect the GameCube to the old television set. In what felt like far too long and not nearly enough time, Zaboo returned. The stranger nodded to Codex.

It was time to catch up with an old friend.


	6. The Interrogation

Once Codex reached the top of the stairs, the stranger stopped to blindfold her once again. Codex said nothing as the stranger led her through twisting hallways, but she did make a point to listen carefully and count her footsteps as she made her way to her destination. Aside from future planning, mapping her journey helped in calming her nerves and distracting her thoughts. The last thing Codex wanted was to show her fear.

It wasn't long before she could hear the sound of locks clicking and then a door swinging open. She was forced into a metal chair and then there was a long silent pause before she heard footsteps exiting the room. Someone untied the blindfold from her eyes and then she could finally see again.

The room wasn't impressive. It looked as if someone had hastily copied an interrogation room from a movie with no budget and a bad memory. The room was dimly lit with just two metal chairs and only a wooden table between them. The walls were decorated with a variety of news clippings, mugshots, photographs, and online articles regarding the League's dastardly plots. As if seeing evidence of their failed attempts at world domination was supposed to impress or frighten her.

What _did_ frighten her, however, was the man currently occupying the chair across from her. With his dark goggles, blood red coat, and unreadable expression, Doctor Horrible struck an intimidating figure.

She hadn't been expecting that.

"I'll, uh..." Moist, who Penny hadn't even noticed, glanced between the two of them while wringing the blindfold through his hands. He motioned a thumb towards the door, "I'll be out there if you need anything, boss."

Moist left the room and Billy and Penny were left alone.

Billy abruptly stood and walked around the room with purpose, lifting clippings on the wall and pressing random spots. He didn't speak as he went about his task and Penny wondered why he would worry about someone listening in on them at his own headquarters. Did he not trust the League? Did they not trust _him_? Finally, he finished checking for bugs and returned to his seat. He lifted his goggles and placed his hands casually on the table and just _waited_. It was as if he had lifted the barrier between Doctor Horrible and Billy and she was back at the laundromat sitting with her old friend.

He was clever, she'd give him that.

"No frozen yogurt this time?" Penny joked, leaning back and crossing her arms. Instead of lessening the tension, it only seemed to increase it.

"What are you doing, Penny?"

"What am _I_ doing?" Penny laughed in disbelief, "What are _you_ doing? What do you want with my friends?" Billy snorted and gave her an exasperated look. It was a look she hadn't seen in years and yet it was still eerily familiar.

"Don't play games with me. You won't win."

The silence grew deafening as they both waited for the other to make the next move.

"Billy..."

"Don't call me that." Doctor Horrible snapped. Seeing her flinch, he sighed. "Sorry, I didn't mean..." Billy ran a hand through his hair, "Just answer the question. What do you hope to achieve?"

"Achieve?" Penny uncrossed her arms, genuinely confused, "I'm not trying to _achieve_ anything. _You're_ the one who kidnapped _us_!"

"You're the one who attended the protest!" Billy glared at her, "We already went over this. You and your friends have been opposing the League for a long time now. Penny..." Billy seemed to soften then, "Look, I know you changed your address. Your phone number. Your social media. You didn't want to be found." Billy closed his eyes and took a moment to gather himself, before looking her in the eye and speaking softly, "I _respected_ your privacy. Why put yourself on the map now?"

While Penny had come to hate Doctor Horrible, she was beginning to realize that she preferred him to the alternative. Doctor Horrible was easy to antagonize. But Billy? Despite the years that had passed and all that had changed, she still didn't want to lie to him.

"I..." Now it was Penny's turn to gather her emotions before responding. Whatever she felt, this was still an interrogation and her friends were still counting on her, "I honestly never intended to put myself on your...on the _League's_ radar. I just missed doing community service. One thing led to another and-" Penny looked him in the eye, "I didn't come out here to fight you. I was just trying to make a difference." She gave him a knowing glance and he looked away, his jaw clenched.

"There are many ways to do that. Just because my methods are different than yours doesn't make your way _better_." He turned back to Penny with fire in his eyes, "You're only treating a symptom, Penny. Don't you see that? It's noble, I'll give you that, but it's useless!"

"You don't _know_ that!" Penny stood, forgetting for a moment that she was technically still being interrogated, "Look around, Billy! Is this _really_ the best way to change the world? How much good have you accomplished?" Billy stood as well, his eyes burning in quiet rage.

"I'd remember who I was talking to if I were you" Billy growled, "So is that the _real_ reason you came here then? To _save_ me?" He gave a bitter laugh, "If that's the case then you're far too late."

"No." Penny replied, deflating. She wondered if he'd always been this stubborn and she just hadn't noticed. "You made your choice. I just..." She sighed and made an effort to look her old laundry buddy in the eyes. He was worth one last shot. "Are you happy, Billy?"

For a moment, he was quiet. The question had clearly caught him by surprise and she could see a flash of uncertainty followed by doubt pass through his expression. But it was gone in a moment and he collected himself quickly. She could see as his eyes darkened that she had lost her friend once again. It was almost as if she could see the walls and defenses physically descending over him.

"I told you not to call me that." That wasn't an answer and they both knew it. But Penny also knew when to accept defeat. She sat back down, exhausted. "Where are the others located?" Penny didn't respond, "I have ways of making you talk you know."

Penny didn't say a word.

When Codex had decided to poke at the beehive, she had told herself that she was just being a concerned citizen. Somebody had to fight for the homeless. Besides, it wasn't like she was directly attacking the League or the Union. She was just _indirectly_ attacking them. There was a difference! But as she faced down her old friend, it was getting harder to lie to herself. She _had_ honestly wanted to make a positive difference and fight for those who couldn't always fight for themselves. She _had_ been infuriated by the Union's latest attempt at manipulating and extorting the vulnerable. But she had also missed her old friend.

She knew it was strange to still care so much for an old friend who she hadn't even known for very long. She _knew_ she should probably have moved on by now. But it was hard to escape the memories when his face was often in the newspapers. Returning to her old life had only exacerbated the problem. She had been right to run away. Doctor Horrible was a villain, a murderer, a stalker, and a liar. _He had tried to murder her boyfriend._ If that wasn't a red flag, she didn't know what was.

But he was also Billy.

Awkward and sweet Billy, who always brought two yogurts instead of one. Who, misguided as he was, just wanted to make the world a better place. Who had been one of her best friends during a very lonely period of her life. Who she maybe almost could have...

But this wasn't Billy standing in front of her. The man she had known had been consumed by his bitterness, his cynicism, his jealousy, his pride, and his anger. _Doctor Horrible_ was _not_ her friend.

"Rule number one of any Guild," Codex sneered, "Guildies don't betray fellow Guildies."

\---

The inquisition didn't last much longer after that. Once Doctor Horrible realized that Codex wasn't going to give away any information, he called for Moist to take her away and back to her "friends". The moment she left, Doctor Horrible lifted his goggles and buried his head in his hands.

 _Was_ he happy?

Between all of the responsibilities that came from being a League member, Doctor Horrible rarely had the luxury of introspection. Doubt was weakness. Besides, nobody had ever asked him how he was feeling. Villains had more important things to do than waste their time on _emotions_ and _feelings_. Feelings were weakness. But now that Penny had posed the question, he couldn't help but consider it.

_Was he happy?_

The short answer was no. The longer answer was more complicated. Momentary happiness was fleeting, but he knew that success would lead to eventual contentment. Billy had always known that fixing the world would come with a price. People who made a _true_ difference didn't do so by taking the easy path. Change _always_ came with sacrifice.

Why couldn't Penny see that?

Despite the fact that this new incarnation of his old friend, this _Codex_ , was a lot more feisty and stubborn than he remembered, he still felt a deep fondness towards her. So much of her was new, but the passion for making the world a better place was something that had always been there. They both shared a vision for positive change, she just went at it from a different angle. Was she really so arrogant to think that her way was the only way? But, despite everything, he still didn't want to see her hurt.

There was a knock on the door and Doctor Horrible lowered his goggles as the next prisoner was dragged in. Bait pushed the older man, Vork, into the chair Penny had just vacated and nodded to him. Doctor Horrible's time for self-reflection was over.

The lines had been drawn.


End file.
